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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
VIASOFT, INC.
(Name of Subject Company)
VIASOFT, INC.
(Name of Co-Offeror and Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
92552U-10-2
(CUSIP Number of Class of Securities)
KRISTINE KENNEDY RIEGER, ESQ.
4343 E. CAMELBACK ROAD, SUITE 205
PHOENIX, ARIZONA 85018
TELEPHONE: (602) 667-2812
FACSIMILE: (602) 667-4233
(Name, address, and telephone numbers of person
authorized to receive notices and
communications on behalf of filing person)
With copies to:
Robert E. McLaughlin, Esq.
Steptoe & Johnson LLP
1330 Connecticut Avenue, N.W.
Washington, D.C. 20036
Telephone: (202)429-3000
Facsimile: (202)429-3902
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C> <C>
$155,653,952.00 N/A
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[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $31,131.00
Form or registration no.: Schedule TO
Filing party: Allen Systems Group, Inc.
ASG Sub, Inc.
Viasoft, Inc.
Date filed: May 4, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of a tender offer: [X]
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TENDER OFFER
This Amendment No. 2, the final amendment, amends and supplements the
Tender Offer Statement on Schedule TO, dated May 26, 2000, filed by Viasoft,
Inc., a Delaware corporation (the "Company" or "Viasoft"), as amended by
Amendment No. 1 to the Schedule TO dated June 5, 2000 filed by the Company (the
"Schedule TO") with the Securities and Exchange Commission relating to the
tender offer by the Company, made as part of a combined tender offer with ASG
Sub, Inc., a Delaware corporation ("ASG Sub"), a wholly-owned subsidiary of
Allen Systems Group, Inc. ("Allen Systems"), to purchase all of the
outstanding shares of common stock, par value $0.001 per share (the "Common
Stock") of the Company, together with the associated preferred share purchase
rights issued pursuant to the Rights Agreement, dated as of April 20, 1998, as
amended between the Company and Harris Trust and Savings Bank, as Rights Agent
(the "Rights" and, together with the Common Stock, the "Shares"), tendered
pursuant to the tender offer at a purchase price of $8.40 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 4, 2000 (the "Offer to Purchase"),
and in the related Letter of Transmittal (which together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which are
attached as Exhibits (a)(1) and (a)(2) to the Tender Offer Statement on
Schedule TO originally filed by ASG Sub, Allen Systems and the Company on May
4, 2000 (the "Initial Schedule TO"), which, as amended as set forth in
Amendment No. 1 to the Initial Schedule TO ("Amendment No. 1 to the Initial
Schedule TO"), Amendment No. 2 to the Initial Schedule TO ("Amendment No. 2 to
the Initial Schedule TO"), Amendment No. 3 to the Initial Schedule TO
("Amendment No. 3 to the Initial Schedule TO"), and Amendment No. 4 to the
Initial Schedule TO (the "Final Amendment the Initial Schedule TO"), is hereby
expressly incorporated herein by reference.
The information in the Offer to Purchase, including all schedules and
annexes thereto, as amended as set forth in Amendment No. 1 to the Initial
Schedule TO, Amendment No. 2 to the Initial Schedule TO, Amendment NO. 3 to
the Initial Schedule TO and the Final Amendment to the Initial Schedule TO, is
hereby expressly incorporated herein by reference in response to all the Items
of this Statement, except as otherwise set forth below.
ITEMS 1 THROUGH 9, 11 AND 13.
Items 1 through 9, 11 and 13 of the Schedule TO are hereby amended and
supplemented as follows:
The Offer expired at 12:00 midnight, Eastern time, on Friday, June 2,
2000 (the "Expiration Date"). Pursuant to the Offer, based on a final report
from Equiserve, the depositary for the Offer, as of the Expiration Date,
16,890,301 Shares were validly tendered and not withdrawn in the Offer,
including Shares subject to guarantee of delivery, representing approximately
93% of the outstanding Shares of the Company. ASG Sub purchased 9,111,209 of
the Shares validly tendered in the Offer at an aggregate purchase price of
approximately $76.5 million. The Company purchased the remaining 7,779,092
Shares validly tendered in the Offer at an aggregate purchase price of
approximately $65.3 million. Following completion of the Offer, ASG Sub owns
approximately 87% of the Company's issued and outstanding Shares.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
VIASOFT, INC.
By: /s/ Kristine Kennedy Rieger
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Name: Kristine Kennedy Rieger
Title: Senior Vice President,
Secretary and General Counsel
Date: June 13, 2000
